AKERS BIOSCIENCES, INC. (LON:AKR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On January 9, 2017, Akers Biosciences, Inc., a New Jersey
Corporation (the Company) entered into an underwriting agreement
(the Underwriting Agreement) with Joseph Gunnar Co., LLC (the
Underwriters), with respect to the issuance and sale in an
underwritten public offering (the Offering) by the Company of an
aggregate 1,667,000 shares (the Shares) of the Companys common
stock, no par value (Common Stock) and five year warrants to
purchase up to 833,500 shares of Common Stock with an exercise
price of $1.50 per share (theWarrants), at a combined public
offering price of $1.20 per Share and half-Warrant. to the
Underwriting Agreement, the Company granted the Underwriters a
45-day option to purchase up to an additional 122,500 Shares
and/or 61,250 Warrants. The Underwriting Agreement contains
customary representations, warranties and agreements by the
Company, customary conditions to closing, indemnification
obligations of the Company and the Underwriters, including for
liabilities under the Securities Act of 1933, as amended, other
obligations of the parties and termination provisions. In
addition, to the terms of the Underwriting Agreement and related
lock-up agreements, the Company and each director and executive
officer of the Company has agreed, subject to certain exceptions,
not to sell, transfer or otherwise dispose of securities of the
company during the six-month period following the date of the
Underwriting Agreement, subject to extensions in certain
circumstances.
The representations, warranties and covenants contained in the
Underwriting Agreement were made only for the purpose of such
agreements and as of the specific dates, were solely for the
benefit of the parties to such agreements, and may be subject to
limitations agreed upon by the contracting parties. The foregoing
descriptions of the Underwriting Agreement and form of Warrant do
not purport to be complete and are qualified in their entirety by
reference to the full text of the Underwriting Agreement and form
of Warrant, which are filed as Exhibit 1.1 and 4.1 hereto,
respectively, and are incorporated herein by reference. A copy of
the opinion of Lucosky Brookman LLP relating to the legality of
the issuance and sale of the Shares, the Warrants, and the shares
issuable on the exercise of the Warrants is attached as Exhibit
5.1 hereto.
The gross proceeds to the Company from the sale of the Shares and
the Warrants in the Offering are approximately $2,000,400, before
deducting the underwriting discount and other estimated offering
expenses payable by the Company (or, if the over-allotment option
is exercised in full, approximately $2,147,400). The Company
expects to use the net proceeds of the Offering for growth and
working capital, including introducing new diagnostic products to
the market, fulfilling future purchase orders, developing new
customers, expanding research and development initiatives, and
for other general corporate purposes.
The Offering is made to (i) a prospectus filed with the Companys
existing shelf registration statement on Form S-3 (File No.
333-214214) initially filed with the Securities and Exchange
Commission (the SEC) on October 24, 2016, as amended on November
15, 2016, and declared effective with the SEC on November 16,
2016; (ii) a preliminary prospectus supplement filed with the SEC
on November 16, 2016; (iii) a preliminary prospectus supplement
filed with the SEC on January 6, 2017; and (iv) a final
prospectus supplement filed with the SEC on January 10, 2017. The
Offering is expected to close on or about January 13, 2017,
subject to the satisfaction of customary closing conditions.
On January 9, 2017, the Company issued a press release announcing
the pricing of the Offering. A copy of the press release is
attached as Exhibit 99.1 hereto.
Item 9.01. Exhibits
(d) Exhibits
| Exhibit No. | Exhibit | |
| 1.1 |
Underwriting Agreement dated January 9, 2017, between Akers Biosciences, Inc. and Joseph Gunnar Co., LLC |
|
| 4.1 | Form of Warrant | |
| 5.1 | Opinion of Lucosky Brookman LLP | |
| 23.1 |
Consent of Lucosky Brookman LLP (Included in Opinion of Lucosky Brookman LLP, Exhibit 5.1) |
|
| 99.1 | Press Release dated January 9, 2017 |
About AKERS BIOSCIENCES, INC. (LON:AKR)
Akers Biosciences, Inc. develops, manufactures and supplies point-of-care screening and testing products designed to bring health-related information to the patient or clinician. The Company’s product offerings and pipeline products focus on delivering diagnostic assistance in a range of healthcare fields/specialties, including cardiology/emergency medicine, metabolism/nutrition, diabetes, respiratory diseases and infectious diseases detection, as well as for on and off-the-job alcohol safety initiatives. The Company’s primary focus is the development and sale of disposable diagnostic testing devices that can be performed in minutes, to facilitate time sensitive therapeutic decisions. The Company’s main products include a disposable breathalyzer test that measures the blood alcohol content of the user, a rapid test detecting the antibody causing an allergic reaction to Heparin and a disposable breathalyzer test that measures Free Radical activity in the human body. AKERS BIOSCIENCES, INC. (LON:AKR) Recent Trading Information
AKERS BIOSCIENCES, INC. (LON:AKR) closed its last trading session down -7.50 at 120.00 with 0 shares trading hands.